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Published: 2008-03-26

Change in Control Agreement - DynCorp and Carl H. McNair



April 16, 1998

Carl H. McNair

Dear Carl:

         DynCorp (the 'Company') considers it essential to the best interests of
its  stockholders  to  foster  the  continuous   employment  of  key  management
personnel. In this connection,  the Company recognizes that, as is the case with
many businesses,  the possibility of a Change in Control may occur and that such
possibility  and  the  uncertainty  and  questions  which  it  may  raise  among
management,  may  result  in the  departure  or  distraction  of key  management
personnel to the detriment of the Company and its stockholders.

         The Board of Directors (the 'Board') of the Company has determined that
appropriate  steps  should be taken to reinforce  and  encourage  the  continued
attention and dedication of members of the Company's key  management,  including
yourself,   to  their  assigned  duties  without  distraction  in  the  face  of
potentially disturbing circumstances arising from the possibility of a Change in
Control of the Company.

         In order to induce  you to remain in the employ of the  Company  and in
consideration  of your  agreement  set forth in  Subsection  2(ii)  hereof,  the
Company  agrees that you shall receive the severance  benefits set forth in this
letter agreement  ('Agreement') in the event your employment with the Company is
terminated  subsequent  to a 'Change in Control of the  Company'  (as defined in
Section 2 hereof) under the circumstances described below.

         1. Term of Agreement.  This Agreement shall commence on the date hereof
and shall  continue in effect  through the earlier of December  31,  1998,  such
later  termination  date as hereafter  provided,  or such date on which you may,
prior to the occurrence of a Change in Control as hereafter  defined,  retire or
otherwise  terminate your employment with the Company for any reason;  provided,
however,  that commencing on January 1, 1999 and each January 1 thereafter,  the
term of this Agreement shall  automatically  be extended for one additional year
unless,  not later than  September 30 of the preceding  year,  the Company shall
have given  notice  that it does not wish to extend  this  Agreement;  provided,
further,  if a Change in Control of the Company shall have  occurred  during the
original or extended term of this  Agreement,  this Agreement  shall continue in
effect for a period of  thirty-six  (36)  months  beyond the month in which such
Change in Control occurred; provided further, however, that this Agreement shall
not extend beyond the Company's mandatory  retirement age, unless such mandatory
retirement age is waived by the Board.

         2. Change in Control.  Except as provided in Section  5(i), no benefits
shall be payable  hereunder  unless there shall have been a Change in Control of
the Company, as set forth below.

                  (i) For  purposes of this  Agreement,  a 'Change in Control of
the Company'  shall be deemed to have occurred if (A) any 'person' (as such term
is used in Sections 13(d) and 14(d) of the  Securities  Exchange Act of 1934, as
amended  (the   'Exchange   Act')),   other  than  Capricorn   Investors,   L.P.
('Capricorn')  or a  trustee  or other  fiduciary  holding  securities  under an
employee  benefit  plan of the  Company or its  subsidiaries,  is or becomes the
'beneficial  owner' (as defined in Rule 13d-3 under the Exchange Act),  directly
or indirectly,  of securities of the Company  representing  more than 35% of the
combined  voting power of the  Company's  then  outstanding  securities;  or (B)
during any period of two  consecutive  years (not  including any period prior to
the  execution  of this  Agreement),  individuals  who at the  beginning of such
period  constitute  the  Board  and  any new  director  (other  than a  director
designated  by a person who has entered  into an  agreement  with the Company to
effect a transaction  described in clauses (A) or (C) of this Subsection)  whose
election by the Board or nomination  for election by the Company's  stockholders
was approved by a vote of at least  two-thirds (2/3) of the directors then still
in office who either  were  directors  at the  beginning  of the period or whose
election or nomination  for election was  previously so approved,  cease for any
reason to constitute a majority thereof;  or (C) the shareholders of the Company
approve a merger or  consolidation  of the Company  with any other  corporation,
other than a merger or consolidation which would result in the voting securities
of the Company  outstanding  immediately  prior thereto  continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the  surviving  entity) at least 80% of the combined  voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation,  or the shareholders of the Company approve a plan
of  complete  liquidation  of the  Company  or an  agreement  for  the  sale  or
disposition by the Company of all or substantially all the Company's assets.

                  (ii) For purposes of this  Agreement,  a 'potential  Change in
Control of the  Company'  shall be deemed to have  occurred  if (A) the  Company
enters  into an  agreement,  the  consummation  of  which  would  result  in the
occurrence of a Change in Control of the Company;  (B) any person (including the
Company)  publicly  announces an intention to take or to consider taking actions
which, if consummated,  would constitute a Change in Control of the Company; (C)
any  person,  other  than  Capricorn  or a trustee  or other  fiduciary  holding
securities  under an employee  benefit plan of the Company or its  subsidiaries,
who is or becomes the beneficial owner, directly or indirectly, of securities of
the  Company  representing  9.5% or more of the  combined  voting  power  of the
Company's then outstanding  securities (other than through Common Stock Warrants
outstanding as of the date hereof),  increases his beneficial  ownership of such
securities by 5% or more over the percentage so owned by such person on the date
hereof; or (D) the Board adopts a resolution to the effect that, for purposes of
this Agreement,  a potential Change in Control of the Company has occurred.  You
agree that, subject to the terms and conditions of this Agreement,  in the event
of a potential  Change in Control of the Company,  you will remain in the employ
of the Company  until the  earliest of (i) a date which is six (6) months  after
the  occurrence  of such  potential  Change in Control of the Company,  (ii) the
termination by you of your  employment by reason of Disability or Retirement (at
the Company's mandatory retirement age), as defined in Subsection 3(i), or (iii)
the occurrence of a Change in Control of the Company.

                  (iii)  Notwithstanding   anything  in  the  foregoing  to  the
contrary,  no Change in Control of the Company  shall be deemed to have occurred
for purposes of this  Agreement by virtue of any  transaction  which  results in
you,  or  a  group  of  persons  which  includes  you,  acquiring,  directly  or
indirectly,  more than 35% of the combined  voting power of the  Company's  then
outstanding securities.

                  (iv) Effective upon the occurrence of a Change of Control, all
unvested  options and rights  granted to you under any stock option,  restricted
stock or other stock-based  benefit plan (excluding the Employee Stock Ownership
and Savings and Retirement  Plans) shall  immediately vest  notwithstanding  the
absence from such plan(s) of language that would trigger such vesting as of such
date,  and you shall be entitled  thereafter  to exercise  with  respect to such
previously  unvested  options or shares all  rights  described  in such plans as
being applicable to fully vested options or shares.

         3.  Termination  Following  Change  in  Control.  If any of the  events
described  in  Subsection  2(i) hereof  constituting  a Change in Control of the
Company shall have occurred,  you shall be entitled to the benefits  provided in
Subsection  4(iii) hereof upon the  subsequent  termination  of your  employment
during the term of this Agreement unless such termination is (A) because of your
death,  Disability  or  Retirement  (B) by the Company for Cause,  or (C) by you
other than for Good Reason.

                  (i) Disability; Retirement. If, as a result of your incapacity
due to physical or mental illness, you shall have been absent from the full-time
performance of your duties with the Company for six (6) consecutive  months, and
within thirty (30) days after written  notice of  termination is given you shall
not have returned to the full-time  performance of your duties,  your employment
may be terminated  for  'Disability'.  Termination by the Company or you of your
employment  based on 'Retirement'  shall mean termination in accordance with the
Company's retirement policy, including early or mandatory retirement,  generally
applicable  to its  salaried  employees  or in  accordance  with any  retirement
arrangement established with your consent with respect to you.

                  (ii) Cause.  Termination by the Company of your employment for
'Cause' shall mean termination upon (A) the willful and continued failure by you
to  substantially  perform  your duties  with the  Company  (other than any such
failure resulting from your incapacity due to physical or mental illness, or any
such actual or anticipated failure after the issuance of a Notice of Termination
by you for Good  Reason,  as such  terms are  defined in  Subsections  3(iv) and
3(iii),  respectively)  after a written  demand for  substantial  performance is
delivered to you by the Board, which demand  specifically  identifies the manner
in which the  Board  believes  that you have not  substantially  performed  your
duties,  or (B) the willful engaging by you in conduct which is demonstrably and
materially  injurious to the Company,  monetarily or otherwise.  For purposes of
this  Subsection,  no act,  or  failure  to act,  on your  part  shall be deemed
'willful'  unless  done,  or  omitted  to be done,  by you not in good faith and
without  reasonable belief that your action or omission was in the best interest
of the Company.  Notwithstanding the foregoing,  you shall not be deemed to have
been  terminated  for Cause unless and until there shall have been  delivered to
you a copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters  (3/4) of the entire  membership of the Board at a meeting of the
Board called and held for such purpose  (after  reasonable  notice to you and an
opportunity for you, together with your counsel,  to be heard before the Board),
finding that, in the good faith opinion of the Board, you were guilty of conduct
set forth above in clauses (A) or (B) of the first  sentence of this  Subsection
and specifying the particulars thereof in detail.

                  (iii) Good  Reason.  You shall be entitled to  terminate  your
employment for Good Reason. For purposes of this Agreement,  'Good Reason' shall
mean,  without your express written  consent,  the occurrence  after a Change in
Control of the Company of any of the following circumstances unless, in the case
of paragraphs (A), (E), (F), (G) or (H), such  circumstances are fully corrected
prior to the Date of  Termination  specified  in the Notice of  Termination,  as
defined in Subsections 3(v) and 3(iv), respectively, given in respect thereof:

                           (A) the assignment to you of any duties  inconsistent
         with your  status as a senior  executive  officer  of the  Company or a
         substantial  adverse  alteration  in  the  nature  or  status  of  your
         responsibilities  from those in effect  immediately prior to the Change
         in Control of the Company;

                           (B) a  reduction  by the  Company in your annual base
         salary as in effect on the date hereof or as the same may be  increased
         from  time  to  time  except  for  across-the-board  salary  reductions
         similarly affecting all senior executives of the Company and all senior
         executives of any person in control of the Company;

                           (C)  the   relocation  of  the  Company's   principal
         executive  offices  to a  location  outside a radius  of 30 miles  from
         Reston, Virginia (or, if different, the metropolitan area in which such
         offices are located  immediately  prior to the Change in Control of the
         Company) or the Company's requiring you to be based anywhere other than
         the Company's principal executive offices except for required travel on
         the Company's business to an extent substantially  consistent with your
         present business travel obligations;

                           (D) the failure by the Company, without your consent,
         to pay to you any portion of your current  compensation except pursuant
         to an  across-the-board  compensation  deferral similarly affecting all
         senior  executives  of the  Company  and all senior  executives  of any
         person in control of the  Company,  or to pay to you any  portion of an
         installment of deferred  compensation  under any deferred  compensation
         program  of the  Company,  within  seven  (7)  days  of the  date  such
         compensation is due;

                           (E) the  failure by the Company to continue in effect
         any compensation plan in which you participate immediately prior to the
         Change in  Control  of the  Company  which is  material  to your  total
         compensation, including but not limited to the Executive Incentive Plan
         ('EIP'),  the Employee Stock Ownership Plan ('ESOP'),  the Supplemental
         Executive Retirement Plan ('SERP'), the DynCorp 1995 Stock Option Plan,
         and/or any  substitute  plans  adopted prior to the Change in Control (
         'Compensation-Type  Benefit  Plans'),  unless an equitable  arrangement
         (embodied in an ongoing  substitute or alternative  plan) has been made
         with respect to such Compensation-Type Benefit Plans, or the failure by
         the  Company  to  continue  your  participation  therein  (or  in  such
         substitute  or  alternative  plan)  on  a  basis  not  materially  less
         favorable  in the  aggregate,  both in terms of the amount of  benefits
         provided  and  the  level  of  your  participation  relative  to  other
         participants, as existed at the time of the Change in Control;

                           (F) the failure by the Company to continue to provide
         you with benefits  substantially  similar to those enjoyed by you under
         any of the  Company's  pension,  life  insurance,  medical,  health and
         accident,  or disability  plans in which you were  participating at the
         time of the Change in Control of the Company;  the taking of any action
         by the Company which would directly or indirectly materially reduce any
         of such benefits or deprive you of any material  fringe benefit enjoyed
         by you at the time of the  Change in  Control  of the  Company;  or the
         failure by the Company to provide you with the number of paid  vacation
         days to which you are entitled  under the terms of your  employment  by
         the Company;

                           (G)  the   failure   of  the   Company  to  obtain  a
         satisfactory  agreement  from any  successor  to  assume  and  agree to
         perform this Agreement, as contemplated in Section 5 hereof; or

                           (H) any  purported  termination  of  your  employment
         which is not effected  pursuant to a Notice of  Termination  satisfying
         the  requirements  of Subsection  (iv) below (and, if  applicable,  the
         requirements of Subsection (ii) above); for purposes of this Agreement,
         no such purported termination shall be effective.

Your right to terminate your employment pursuant to this Subsection shall not be
affected by your  incapacity due to physical or mental  illness.  Your continued
employment  shall not constitute  consent to, or a waiver of rights with respect
to, any circumstance constituting Good Reason hereunder.

                  (iv) Notice of Termination.  Any purported termination of your
employment by the Company or by you shall be  communicated  by written Notice of
Termination to the other party hereto in accordance  with Section 6 hereof.  For
purposes of this Agreement,  a 'Notice of Termination' shall mean a notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for  termination  of your  employment  under  the  provision  so
indicated.

                  (v) Date of Termination, Etc. 'Date of Termination' shall mean
(A) if your  employment is  terminated  for  Disability,  thirty (30) days after
Notice of Termination is given (provided that you shall not have returned to the
full-time  performance  of your duties during such thirty (30) day period),  and
(B) if your employment is terminated  pursuant to Subsection (ii) or (iii) above
or for any other  reason  (other than  Disability),  the date  specified  in the
Notice  of  Termination  (which,  in  the  case  of a  termination  pursuant  to
Subsection  (ii) above shall not be less than thirty (30) days,  and in the case
of a  termination  pursuant  to  Subsection  (iii)  above shall not be less than
fifteen  (15) nor more than sixty (60)  days,  respectively,  from the date such
Notice of Termination is given); provided that if within fifteen (15) days after
any  Notice  of  Termination  is  given,  or,  if  later,  prior  to the Date of
Termination (as determined without regard to this proviso),  the party receiving
such  Notice of  Termination  notifies  the other  party  that a dispute  exists
concerning the termination,  the Date of Termination  shall be the date on which
the dispute is finally  determined,  either by mutual  written  agreement of the
parties, by a binding arbitration award, or by a final judgment, order or decree
of a court of competent jurisdiction (which is not appealable or with respect to
which  the  time  for  appeal  therefrom  has  expired  and no  appeal  has been
perfected); provided further that the Date of Termination shall be extended by a
notice  of  dispute  only if such  notice  is given in good  faith and the party
giving such notice  pursues  the  resolution  of such  dispute  with  reasonable
diligence.

         4.  Compensation  Upon  Termination or During  Disability.  Following a
Change  in  Control  of  the  Company,  as  defined  by  Subsection  2(i),  upon
termination  of your  employment or during a period of  disability  you shall be
entitled to the following benefits:

                  (i) During any period that you fail to perform your  full-time
duties  with the  Company as a result of  incapacity  due to  physical or mental
illness,  you shall  continue to receive the benefits  provided by the Company's
insurance,  disability and other  compensation  plans then in effect during such
period,  until your  employment is  terminated  pursuant to Section 3(i) hereof.
Thereafter,  or in the event your employment  shall be terminated by the Company
or by you for  Retirement  or by reason of your death,  your  benefits  shall be
determined  under the Company's  retirement,  insurance  and other  compensation
programs then in effect in accordance with the terms of such programs.

                  (ii) If your employment shall be terminated by the Company for
Cause or by you other than for Good Reason, Disability, death or Retirement, the
Company  shall pay you your full base salary  through  the 30th day  immediately
following the time Notice of  Termination  is given at the rate in effect at the
time Notice of  Termination  is given,  plus all other  amounts to which you are
entitled  under any  compensation  plan of the Company at the time such payments
are due (including  vacation at the rate of at least 4 weeks per year),  and the
Company shall have no further obligations to you under this Agreement.

                  (iii) If your  employment  by the Company  shall be terminated
(a) by the Company other than for Cause,  Retirement or Disability or (b) by you
for Good Reason, then you shall be entitled to the benefits provided below:

                           (A) The  Company  shall pay you your full base salary
         through  the  30th  day  immediately   following  the  time  Notice  of
         Termination  is given  at the rate in  effect  at the  time  Notice  of
         Termination is given,  plus all other amounts to which you are entitled
         under any compensation  plan of the Company,  at the time such payments
         are due, except as otherwise provided below.

                           (B) In lieu of any further salary payments to you for
         periods subsequent to the Date of Termination, the Company shall pay as
         severance pay to you a lump sum severance  payment  (together  with the
         payments  provided in paragraphs  (C) and (D),  below,  the  'Severance
         Payments')  equal to 2.99 times the sum of (x) your  annual base salary
         in  effect  immediately  prior to the  occurrence  of the  circumstance
         giving rise to the Notice of Termination  given in respect  thereof and
         (y) the average annual amount paid to you pursuant to the Benefit Plans
         in the three  years  preceding  that in which  the Date of  Termination
         occurs;  provided,  however,  that in the event the Date of Termination
         occurs within 3 years from the date of your  employment by the Company,
         such average  annual  amount shall equal the sum of (i) the  annualized
         value of grants to you under the current  Stock Option Plan,  the ESOP,
         and the SERP, plus (ii) an amount  representing the annual EIP to which
         you would have been entitled  under the  Company's EIP ('Annual  EIP').
         For  purposes  of this  Agreement,  your Annual EIP shall be (i) if you
         have been  employed by the Company as of Date of  Termination  for less
         than one  year,  your  target  annual  incentive  under the EIP for the
         calendar year in which such Date of Termination  occurs multiplied by a
         fraction the numerator of which shall be actual  year-to-date after tax
         earnings of the Company, and the denominator of which shall be budgeted
         year-to-date  after tax earnings of the Company  (provided,  that in no
         event shall such EIP amount exceed the target  amount),  or (ii) if you
         have been  employed  by the Company as of the Date of  Termination  for
         more than one year,  the  average of any annual EIP  payments  actually
         made to you during such 3 year period.

                           (C)  Notwithstanding  any  provision of the Executive
         Incentive  Plan the Company shall pay to you a lump sum amount equal to
         the sum of (x) any incentive  compensation  which has been allocated or
         awarded to you for a fiscal year or other  measuring  period  preceding
         the Date of  Termination  but has not yet been paid, and (y) a pro rata
         portion  to the  Date of  Termination  of the  aggregate  value  of all
         contingent  incentive  compensation  awards to you for all  uncompleted
         periods under such plans.

                           (D) In lieu of shares of common  stock of the Company
         ('Company  Shares')  issuable  upon  exercise of  outstanding  options,
         ('Options'),  if any,  granted to you under the Company's  Stock Option
         Plans (which  Options  shall be canceled upon the making of the payment
         referred  to below),  you shall  receive an amount in cash equal to the
         excess of the fair market value of the shares  covered by such options,
         over the exercise  price for such shares,  such 'fair market  value' to
         equal the most recent transaction or 'minority' value determined by the
         ESOP  financial  advisor,  or, if such  shares are traded on a national
         stock  exchange,  the  closing  price as of the trade date  immediately
         preceding the Date of Termination.

                           (E) In the event that any payment or benefit received
         or to be received by you in connection  with a Change in Control of the
         Company or the termination of your employment  (whether pursuant to the
         terms of this  Agreement  or any other plan,  arrangement  or agreement
         with the  Company,  any  person  whose  actions  result  in a Change in
         Control  or any person  affiliated  with the  Company  or such  person)
         (collectively with the Severance Payments,  'Total Payments') would not
         be  deductible  (in whole or part) as a result of  Section  280G of the
         Code by the Company,  an affiliate or other person  making such payment
         or providing  such  benefit,  the Severance  Payments  shall be reduced
         until no  portion  of the  Total  Payments  is not  deductible,  or the
         Severance Payments are reduced to zero. For purposes of this limitation
         (i) no portion of the Total  Payments the receipt or enjoyment of which
         you  shall  have  effectively  waived in  writing  prior to the date of
         payment of the Severance Payments shall be taken into account,  (ii) no
         portion of the Total  Payments shall be taken into account which in the
         opinion of tax counsel selected by the Company's  independent  auditors
         and  acceptable  to you does not  constitute a of  'parachute  payment'
         within  the  meaning  of  Section  280G(b)(2)  of the  Code,  (iii) the
         Severance  Payments  shall be reduced  only to the extent  necessary so
         that the Total Payments (other than those referred to in clauses (i) or
         (ii)) in their entirety constitute reasonable compensation for services
         actually rendered within the meaning of Section  280G(b)(4) of the Code
         or are  otherwise not subject to  disallowance  as  deductions,  in the
         opinion of the tax  counsel  referred to in clause  (ii);  and (iv) the
         value of any  non-cash  benefit  or any  deferred  payment  or  benefit
         included in the Total  Payments  shall be  determined  by the Company's
         independent  auditors in  accordance  with the  principles  of Sections
         280G(d)(3) and (4) of the Code.

                           (F) The payments  provided for in paragraphs  (B) (C)
         and (D),  above,  shall be made not later than the tenth  business  day
         following  the  Date of  Termination,  provided,  however,  that if the
         amounts of such payments, and the limitation on such payments set forth
         in paragraph (E), above, cannot be finally determined on or before such
         day,  the  Company  shall  pay to  you on  such  day  an  estimate,  as
         determined in good faith by the Company,  of the minimum amount of such
         payments and shall pay the  remainder of such payments  (together  with
         interest at the rate provided in Section  1274(b)(2)(B) of the Code) as
         soon as the amount thereof can be determined but in no event later than
         the thirtieth day after the Date of Termination.  In the event that the
         amount  of the  estimated  payments  exceeds  the  amount  subsequently
         determined to have been due, such excess shall constitute a loan by the
         Company to you,  payable on the fifth day after  demand by the  Company
         (together  with interest at the rate provided in Section  1274(b)(2)(B)
         of the Code).

                           (G) The Company also shall pay to you all  reasonable
         legal fees and  expenses  incurred  by you in good faith as a result of
         such  termination  (including  all  such  fees  and  expenses,  if any,
         incurred in contesting or disputing any such  termination or in seeking
         to obtain or enforce any right or benefit provided by this Agreement or
         in  connection   with  any  tax  audit  or  proceeding  to  the  extent
         attributable  to the  application  of  Section  4999 of the Code to any
         payment or benefit  provided  hereunder)  except to the extent that the
         payment  of such fees and  expenses  would  not be, or would  cause any
         other portion of the Total Payments not to be,  deductible by reason of
         Section 280G of the Code.  Such payments  shall be made at the later of
         the times  specified  in paragraph  (E) above,  or within five (5) days
         after your request for payment  accompanied  with such evidence of fees
         and expenses incurred as the Company reasonably may require.

                  (iv) If your employment shall be terminated (A) by the Company
other than for Cause,  Retirement  or  Disability or (B) by you for Good Reason,
then for a  thirty-six  (36) month period  after such  termination,  the Company
shall  arrange  to  provide  you with  life,  disability,  accident  and  health
insurance  benefits  substantially  similar  to those  which  you are  receiving
immediately prior to the Notice of Termination; provided, however that you shall
not be  entitled  to any  benefits  under  this  Section  4(iv)  while you are a
full-time employee of any other company.

                  (v) If your employment  shall be terminated (A) by the Company
other than for Cause,  Retirement  or  Disability or (B) by you for Good Reason,
then in addition to the retirement  benefits to which you are entitled under the
ESOP and Supplemental  Execution Retirement Plan or any successor plans thereto,
the  Company  shall pay you in cash at the time and in the  manner  provided  in
paragraph  (F) of  Subsection  4(iii),  a lump sum  equal to the  present  value
discounted at 5% of the excess of (x) the payments which you would have received
under the  terms of the  ESOP,  Supplemental  Executive  Retirement  Plan or any
successor  plan,  (assuming the  immediate  sale back to the Company of all ESOP
Shares  distributed  to  you),  but  without  regard  to  any  amendment  to the
aforementioned  Plans made  subsequent to a Change in Control of the Company and
on or prior to the Date of Termination, which amendment adversely affects in any
manner the computation of retirement benefits thereunder),  determined as if you
were fully vested thereunder and had accumulated (after the Date of Termination)
thirty-six (36) additional  months of service  thereunder at your highest annual
rate of  compensation  during the twelve (12) months  immediately  preceding the
Date of  Termination  (but in no event  shall you be deemed to have  accumulated
additional months of service after your sixty-fifth  (65th) birthday),  over (y)
the payments you are entitled to under the  aforementioned  Plans as of the Date
of Termination

                  (vi) Except as expressly  provided in Section 4(iv), you shall
not be  required  to mitigate  the amount of any  payment  provided  for in this
Section 4 by seeking other employment or otherwise,  nor shall the amount of any
payment or benefit provided for in this Section 4 be reduced by any compensation
earned by you as the result of  employment  by another  employer,  by retirement
benefits, by offset against any amount claimed to be owed by you to the Company,
or otherwise.

                  (vii) In  addition to all other  amounts  payable to you under
this  Section 4, you shall be entitled to receive  all  benefits  payable to you
under the ESOP and any other plan or agreement relating to retirement benefits.

         5.  Successors;  Binding  Agreement.  (i) The Company  will require any
successor  (whether direct or indirect,  by purchase,  merger,  consolidation or
otherwise)  to all or  substantially  all of the business  and/or  assets of the
Company to  expressly  assume and agree to perform  this  Agreement  in the same
manner and to the same extent  that the Company  would be required to perform it
if no such  succession  had taken  place.  Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any such succession shall
be a breach of this  Agreement  and shall entitle you to  compensation  from the
Company in the same  amount and on the same  terms as you would be  entitled  to
hereunder if you terminate your employment for Good Reason following a Change in
Control of the Company,  except that for purposes of implementing the foregoing,
the date on which any such succession becomes effective shall be deemed the Date
of Termination.  As used in this Agreement,  'Company' shall mean the Company as
herein  before  defined  and any  successor  to its  business  and/or  assets as
aforesaid  which  assumes and agrees to perform  this  Agreement by operation of
law, or otherwise.

                  (ii) This  Agreement  shall  insure to the  benefit  of and be
enforceable   by   your   personal   or   legal   representatives,    executors,
administrators,  successors, heirs, distributees,  devisees and legatees. Unless
otherwise  provided  herein,  if you should die while any amount  would still be
payable to you hereunder,  all such amounts shall be paid in accordance with the
terms of this Agreement to your devisee,  legatee or other designee or, if there
is no such designee, to your estate.

         6.  Notice.  For the purpose of this  Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
registered mail,  return receipt  requested,  postage prepaid,  addressed to the
respective  addresses  set forth on the first page of this  Agreement,  provided
that all  notice  to the  Company  shall be  directed  to the  attention  of the
President with a copy to the Secretary of the Company,  or to such other address
as  either  party  may have  furnished  to the other in  writing  in  accordance
herewith,  except that notice of change of address shall be effective  only upon
receipt.

         7.  Miscellaneous.  No  provision  of this  Agreement  may be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in  writing  and  signed by you and the  President  of the  Company No waiver by
either  party  hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions  at the same or at any prior or  subsequent  time.  No  agreements or
representations,  oral or  otherwise,  express or implied,  with  respect to the
subject matter hereof have been made by either party which are not expressly set
forth  in  this  Agreement.  The  validity,  interpretation,   construction  and
performance  of this  Agreement  shall be  governed  by the laws of the State of
Delaware  without  regard to  conflict  of law  provisions.  All  references  to
sections  of the  Exchange  Act or the Code shall be deemed also to refer to any
successor provisions to such sections. Any payments provided for hereunder shall
be paid net of any applicable withholding required under federal, state or local
law. The obligations of the Company under Section 4 shall survive the expiration
of the term of this Agreement.

         8.  Validity.  The invalidity or  unenforceability  of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement, which shall remain in full force and effect.

         9.   Counterparts.   This   Agreement   may  be   executed  in  several
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

         10.  Arbitration.  Any  dispute  or  controversy  arising  under  or in
connection  with this Agreement  shall be settled  exclusively by arbitration in
Washington,  DC in  accordance  with  the  rules  of  the  American  Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having jurisdiction;  provided, however, that you shall be entitled to
seek specific performance of your right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising under or in connection
with this Agreement.

         If this letter sets forth our agreement on the subject  matter  hereof,
kindly  sign and return to the Company the  enclosed  copy of this letter  which
will then constitute our agreement on this subject.

Sincerely,
DynCorp
/s/  Paul V. Lombardi
Paul V. Lombardi
President and Chief Executive Officer

Agreed to this 28th day of April, 1998

By:  /s/  Carl H. McNair, Jr.